Condensed Consolidating Financial Information

Pursuant to the Indenture governing the Senior Notes detailed in Note 10 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2011, the Company's obligations under the Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis by substantially all of its existing and future domestic subsidiaries. Pursuant to Regulation S-X, Section 210.3-10(f), the Company is required to present condensed consolidating financial information for subsidiaries that have guaranteed the debt of a registrant issued in a public offering, where the guarantee is full and unconditional, joint and several, and where the voting interest of the subsidiary is 100% owned by the registrant.

The following tables present the Condensed Consolidating Balance Sheets as of September 30, 2012 and December 31, 2011, the Condensed Consolidating Statements of Income for the three and nine months ended September 30, 2012 and 2011, the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2012 and 2011 and the Condensed Consolidating Statements of Cash Flow for the nine months ended September 30, 2012 and 2011 for (i) JDA Software Group, Inc. - the parent company and issuer of the Senior Notes, (ii) the guarantor subsidiaries on a combined basis, (iii) the non-guarantor subsidiaries on a combined basis, (iv) elimination adjustments, and (v) total consolidating amounts. In connection with the restatement of our historical results as described in Note 14, “Restatement of Previously Issued Financial Statements,” the Company also made the following adjustments to its historical presentation of its consolidating financial information: (i) movement of cash and restricted cash from the Guarantor Subsidiaries column to the JDA Software Group, Inc. column to reflect the underlying ownership of the cash, (ii) movement of portion of the intercompany accounts cash flows amongst the columns to reflect the underlying ownership of the intercompany accounts, (iii) movement of the payments of direct costs from acquisitions from investing activities on the cash flow statement to operating activities to align with the restated Consolidated Statements of Cash Flows and (iv) movement of the effect of exchange rates on cash and cash equivalents from the Guarantor Subsidiaries column to the Non-Guarantor Subsidiaries column on the cash flow statement to reflect the effect of translation amounts. The condensed consolidating financial information should be read in conjunction with the Condensed Consolidated Financial Statements herein as well as in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on form 10-K for the year ended December 31, 2011.

Unaudited Condensed Consolidating Balance Sheets

September 30, 2012

(in thousands)



	JDA Software Group, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	150,354	$	184,934		$	72,996		$	—		$	408,284
Restricted cash — current portion	—		2,794			210			—			3,004
Account receivable, net	—		75,458			21,356			—			96,814
Deferred tax assets — current portion	—		32,250			4,410			—			36,660
Prepaid expenses and other current assets	9,069		8,330			9,324			—			26,723
Total current assets	159,423		303,766			108,296			—			571,485
Non-Current Assets:
Restricted cash — long-term portion	—		—			410			—			410
Property and equipment, net	—		44,931			7,724			—			52,655
Goodwill	—		231,377			—			—			231,377
Other intangibles, net	—		108,185			—			—			108,185
Deferred tax assets — long-term portion	—		238,259			5,813			—			244,072
Other non-current assets	4,099		1,057			13,755			—			18,911
Investment in subsidiaries	277,123		10,070			—			(287,193		)	—
Inter-company accounts	571,183		(560,795		)	(10,388		)	—			—
Total non-current assets	852,405		73,084			17,314			(287,193		)	655,610
Total Assets	$	1,011,828	$	376,850		$	125,610		$	(287,193	)	$	1,227,095
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	—	$	6,984		$	1,358		$	—		$	8,342
Accrued expenses and other liabilities	6,673		35,773			38,314			—			80,760
Deferred revenue — current portion	—		106,560			9,812			—			116,372
Total current liabilities	6,673		149,317			49,484			—			205,474
Non-Current Liabilities:
Long-term debt	273,626		—			—			—			273,626
Accrued exit and disposal obligations	—		466			2,307			—			2,773
Liability for uncertain tax positions	—		1,768			1,426			—			3,194
Deferred revenue — long-term portion	—		5,229			23			—			5,252
Other non-current liabilities	—		4,230			1,017			—			5,247
Total non-current liabilities	273,626		11,693			4,773			—			290,092
Total Liabilities	280,299		161,010			54,257			—			495,566
Stockholders’ Equity	731,529		215,840			71,353			(287,193		)	731,529
Total Liabilities and Stockholders’ Equity	$	1,011,828	$	376,850		$	125,610		$	(287,193	)	$	1,227,095

Condensed Consolidating Balance Sheets

December 31, 2011

(in thousands)



	JDA Software Group, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	150,171	$	93,285		$	42,056	$	—		$	285,512
Restricted cash — current portion	—		8,515			218		—			8,733
Account receivable, net	—		89,656			25,122		—			114,778
Deferred tax assets — current portion	—		27,543			4,520		—			32,063
Prepaid expenses and other current assets	9,362		45			15,177		—			24,584
Total current assets	159,533		219,044			87,093		—			465,670
Non-Current Assets:
Restricted cash — long-term portion	—		—			652		—			652
Property and equipment, net	—		45,920			6,621		—			52,541
Goodwill	—		231,377			—		—			231,377
Other intangibles, net	—		141,882			—		—			141,882
Deferred tax assets — long-term portion	—		252,469			5,802		—			258,271
Other non-current assets	5,536		1,047			13,982		—			20,565
Investment in subsidiaries	235,908		41,030			—		(276,938		)	—
Inter-company accounts	568,429		(580,202		)	11,773		—			—
Total non-current assets	809,873		133,523			38,830		(276,938		)	705,288
Total Assets	$	969,406	$	352,567		$	125,923	$	(276,938	)	$	1,170,958
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	—	$	5,954		$	1,786	$	—		$	7,740
Accrued expenses and other liabilities	5,023		36,986			31,102		—			73,111
Deferred revenue — current portion	—		84,237			23,980		—			108,217
Total current liabilities	5,023		127,177			56,868		—			189,068
Non-Current Liabilities:
Long-term debt	273,210		—			—		—			273,210
Accrued exit and disposal obligations	—		1,142			2,784		—			3,926
Liability for uncertain tax positions	—		1,645			2,453		—			4,098
Deferred revenue — long-term portion	—		7,804			311		—			8,115
Other non-current liabilities	—		588			780		—			1,368
Total non-current liabilities	273,210		11,179			6,328		—			290,717
Total Liabilities	278,233		138,356			63,196		—			479,785
Stockholders’ Equity	691,173		214,211			62,727		(276,938		)	691,173
Total Liabilities and Stockholders’ Equity	$	969,406	$	352,567		$	125,923	$	(276,938	)	$	1,170,958

Unaudited Condensed Consolidating Statements of Income

Three Months Ended September 30, 2012

(in thousands)



	JDA Software Group, Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
REVENUES:
Software licenses	$	—		$	27,297	$	247		$	—		$	27,544
Subscriptions and other recurring revenues	—			3,909		—			—			3,909
Maintenance services	—			61,615		7,169			—			68,784
Product revenues	—			92,821		7,416			—			100,237
Consulting services	—			38,924		20,166			—			59,090
Reimbursed expenses	—			3,266		1,927			—			5,193
Service revenues	—			42,190		22,093			—			64,283
Total revenues	—			135,011		29,509			—			164,520
COST OF REVENUES:
Cost of software licenses	—			1,034		—			—			1,034
Amortization of acquired software technology	—			1,702		—			—			1,702
Cost of maintenance services	—			9,111		4,990			—			14,101
Cost of product revenues	—			11,847		4,990			—			16,837
Cost of consulting services	—			28,871		16,862			—			45,733
Reimbursed expenses	—			3,266		1,927			—			5,193
Cost of service revenues	—			32,137		18,789			—			50,926
Total cost of revenues	—			43,984		23,779			—			67,763
GROSS PROFIT	—			91,027		5,730			—			96,757
OPERATING EXPENSES:
Product development	—			11,277		7,020			—			18,297
Sales and marketing	—			15,579		8,686			—			24,265
General and administrative	985			16,264		3,760			—			21,009
Amortization of intangibles	—			9,530		—			—			9,530
Restructuring charges	—			2		(165		)	—			(163		)
Total operating expenses	985			52,652		19,301			—			72,938
OPERATING INCOME (LOSS)	(985		)	38,375		(13,571		)	—			23,819
Interest expense and amortization of loan fees	6,383			185		40			—			6,608
Interest income and other, net	(777		)	17,714		(18,190		)	—			(1,253		)
Income tax provision	(2,505		)	8,211		1,707			—			7,413
Equity in earnings of subsidiaries, net	15,137			2,365		—			(17,502		)	—
NET INCOME (LOSS)	$	11,051		$	14,630	$	2,872		$	(17,502	)	$	11,051

Unaudited Condensed Consolidating Statements of Income

Nine Months Ended September 30, 2012

(in thousands)



	JDA Software Group, Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
REVENUES:
Software licenses	$	—		$	84,263	$	714		$	—		$	84,977
Subscriptions and other recurring revenues	—			11,695		—			—			11,695
Maintenance services	—			173,032		29,280			—			202,312
Product revenues	—			268,990		29,994			—			298,984
Consulting services	—			122,195		57,657			—			179,852
Reimbursed expenses	—			10,860		5,767			—			16,627
Service revenues	—			133,055		63,424			—			196,479
Total revenues	—			402,045		93,418			—			495,463
COST OF REVENUES:
Cost of software licenses	—			3,469		—			—			3,469
Amortization of acquired software technology	—			5,107		—			—			5,107
Cost of maintenance services	—			26,569		15,866			—			42,435
Cost of product revenues	—			35,145		15,866			—			51,011
Cost of consulting services	—			88,796		48,842			—			137,638
Reimbursed expenses	—			10,860		5,767			—			16,627
Cost of service revenues	—			99,656		54,609			—			154,265
Total cost of revenues	—			134,801		70,475			—			205,276
GROSS PROFIT	—			267,244		22,943			—			290,187
OPERATING EXPENSES:
Product development	—			34,539		21,562			—			56,101
Sales and marketing	—			46,838		26,794			—			73,632
General and administrative	3,700			54,627		12,027			—			70,354
Amortization of intangibles	—			28,590		—			—			28,590
Restructuring charges	—			439		1,841			—			2,280
Total operating expenses	3,700			165,033		62,224			—			230,957
OPERATING INCOME (LOSS)	(3,700		)	102,211		(39,281		)	—			59,230
Interest expense and amortization of loan fees	18,904			534		124			—			19,562
Interest income and other, net	(1,700		)	51,311		(52,803		)	—			(3,192		)
Income tax provision	(7,944		)	20,141		4,308			—			16,505
Equity in earnings of subsidiaries, net	39,315			5,901		—			(45,216		)	—
NET INCOME (LOSS)	$	26,355		$	36,126	$	9,090		$	(45,216	)	$	26,355

Unaudited Condensed Consolidating Statements of Income

Three Months Ended September 30, 2011

(As Restated)

(in thousands)



	JDA Software Group, Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
REVENUES:
Software licenses	$	—		$	34,660	$	66		$	—		$	34,726
Subscriptions and other recurring revenues	—			3,738		—			—			3,738
Maintenance services	—			47,448		20,184			—			67,632
Product revenues	—			85,846		20,250			—			106,096
Consulting services	—			37,338		23,632			—			60,970
Reimbursed expenses	—			3,762		2,271			—			6,033
Service revenues	—			41,100		25,903			—			67,003
Total revenues	—			126,946		46,153			—			173,099
COST OF REVENUES:
Cost of software licenses	—			1,009		—			—			1,009
Amortization of acquired software technology	—			1,726		—			—			1,726
Cost of maintenance services	—			8,531		5,123			—			13,654
Cost of product revenues	—			11,266		5,123			—			16,389
Cost of consulting services	—			26,699		17,806			—			44,505
Reimbursed expenses	—			3,762		2,271			—			6,033
Cost of service revenues	—			30,461		20,077			—			50,538
Total cost of revenues	—			41,727		25,200			—			66,927
GROSS PROFIT	—			85,219		20,953			—			106,172
OPERATING EXPENSES:
Product development	—			11,219		7,528			—			18,747
Sales and marketing	—			15,636		10,120			—			25,756
General and administrative	(54		)	11,936		3,933			—			15,815
Amortization of intangibles	—			9,562		—			—			9,562
Restructuring charges	—			370		398			—			768
Total operating expenses	(54		)	48,723		21,979			—			70,648
OPERATING INCOME (LOSS)	54			36,496		(1,026		)	—			35,524
Interest expense and amortization of loan fees	6,249			137		49			—			6,435
Interest income and other, net	108			4,735		(5,484		)	—			(641		)
Income tax provision	(2,425		)	12,418		1,450			—			11,443
Equity in earnings of subsidiaries, net	22,165			1,634		—			(23,799		)	—
NET INCOME (LOSS)	$	18,287		$	20,840	$	2,959		$	(23,799	)	$	18,287

Unaudited Condensed Consolidating Statements of Income

Nine Months Ended September 30, 2011

(As Restated)

(in thousands)




	JDA Software Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
REVENUES:
Software licenses	$	—		$	100,525		$	66		$	—		$	100,591
Subscriptions and other recurring revenues	—			12,582			—			—			12,582
Maintenance services	—			139,208			59,337			—			198,545
Product revenues	—			252,315			59,403			—			311,718
Consulting services	—			117,588			59,568			—			177,156
Reimbursed expenses	—			11,012			6,253			—			17,265
Service revenues	—			128,600			65,821			—			194,421
Total revenues	—			380,915			125,224			—			506,139
COST OF REVENUES:
Cost of software licenses	—			3,139			—			—			3,139
Amortization of acquired software technology	—			5,393			—			—			5,393
Cost of maintenance services	—			26,958			15,418			—			42,376
Cost of product revenues	—			35,490			15,418			—			50,908
Cost of consulting services	—			86,857			51,158			—			138,015
Reimbursed expenses	—			11,012			6,253			—			17,265
Cost of service revenues	—			97,869			57,411			—			155,280
Total cost of revenues	—			133,359			72,829			—			206,188
GROSS PROFIT	—			247,556			52,395			—			299,951
OPERATING EXPENSES:
Product development	—			36,139			22,462			—			58,601
Sales and marketing	—			47,154			30,206			—			77,360
General and administrative	(120		)	43,440			11,168			—			54,488
Amortization of intangibles	—			28,872			—			—			28,872
Restructuring charges	—			616			663			—			1,279
Litigation settlement	—			(37,500		)	—			—			(37,500		)
Total operating expenses	(120		)	118,721			64,499			—			183,100
OPERATING INCOME (LOSS)	120			128,835			(12,104		)	—			116,851
Interest expense and amortization of loan fees	18,499			398			188			—			19,085
Interest income and other, net	(1,100		)	24,158			(25,699		)	—			(2,641		)
Income tax provision	(6,566		)	24,880			2,980			—			21,294
Equity in earnings of subsidiaries, net	89,826			(9,918		)	—			(79,908		)	—
NET INCOME (LOSS)	$	79,113		$	69,481		$	10,427		$	(79,908	)	$	79,113

Unaudited Condensed Consolidating Statements of Comprehensive Income

Three Months Ended September 30, 2012

(in thousands)



	JDA Software Group, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net income	$	11,051	$	14,630		$	2,872		$	(17,502	)	$	11,051
Other comprehensive income:
Foreign currency translation adjustment, net of tax	4,104		(61		)	(589		)	650			4,104
Unrealized (losses) gains on cash flow hedges, net of tax	973		—			—			—			973
Reclassification adjustment for gains in net income	985		—			—			—			985
Other comprehensive (loss) income	6,062		(61		)	(589		)	650			6,062
Comprehensive income	$	17,113	$	14,569		$	2,283		$	(16,852	)	$	17,113

Unaudited Condensed Consolidating Statements of Comprehensive Income

Nine Months Ended September 30, 2012

(in thousands)



	JDA Software Group, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
Net income	$	26,355	$	36,126	$	9,090	$	(45,216	)	$	26,355
Other comprehensive income:
Foreign currency translation adjustment, net of tax	1,900		936		970		(1,906		)	1,900
Unrealized (losses) gains on cash flow hedges, net of tax	556		—		—		—			556
Reclassification adjustment for gains in net income	3,700		—		—		—			3,700
Other comprehensive income	6,156		936		970		(1,906		)	6,156
Comprehensive income	$	32,511	$	37,062	$	10,060	$	(47,122	)	$	32,511

Unaudited Condensed Consolidating Statements of Comprehensive Income

Three Months Ended September 30, 2011

(As Restated)

(in thousands)



	JDA Software Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
Net income	$	18,287		$	20,840		$	2,959	$	(23,799	)	$	18,287
Other comprehensive income:
Foreign currency translation adjustment, net of tax	(8,070		)	(550		)	1,579		(1,029		)	(8,070		)
Unrealized (losses) gains on cash flow hedges, net of tax	(2,801		)	—			—		—			(2,801		)
Reclassification adjustment for gains in net income	(54		)	—			—		—			(54		)
Other comprehensive income	(10,925		)	(550		)	1,579		(1,029		)	(10,925		)
Comprehensive income	$	7,362		$	20,290		$	4,538	$	(24,828	)	$	7,362

Unaudited Condensed Consolidating Statements of Comprehensive Income

Nine Months Ended September 30, 2011

(As Restated)

(in thousands)



	JDA Software Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
Net income	$	79,113		$	69,481		$	10,427	$	(79,908	)	$	79,113
Other comprehensive income:
Foreign currency translation adjustment, net of tax	(4,943		)	(794		)	2,178		(1,384		)	(4,943		)
Unrealized (losses) gains on cash flow hedges, net of tax	(2,906		)	—			—		—			(2,906		)
Reclassification adjustment for gains in net income	(120		)	—			—		—			(120		)
Other comprehensive income	(7,969		)	(794		)	2,178		(1,384		)	(7,969		)
Comprehensive income	$	71,144		$	68,687		$	12,605	$	(81,292	)	$	71,144

Unaudited Condensed Consolidating Statements of Cash Flows

Nine Months Ended September 30, 2012

(in thousands)



	JDA Software Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net Cash Provided by (Used in) Operating Activities	$	1,054		$	90,707		$	26,393		$	—	$	118,154
Investing Activities:
Change in restricted cash	—			5,721			250			—		5,971
Purchase of property and equipment	—			(5,044		)	(3,831		)	—		(8,875		)
Proceeds from disposal of property and equipment	—			64			333			—		397
Net cash provided by (used in) investing activities	—			741			(3,248		)	—		(2,507		)
Financing Activities:
Issuance of common stock—equity plans	2,399			—			—			—		2,399
Purchase of treasury stock and other, net	(3,270		)	—			—			—		(3,270		)
Proceeds from bank advances	—			—			7,090			—		7,090
Change in inter-company receivable/payable	—			201			(201		)	—		—
Net cash (used in) provided by financing activities	(871		)	201			6,889			—		6,219
Effect of exchange rates on cash and cash equivalents	—			—			906			—		906
Net increase in cash and cash equivalents	183			91,649			30,940			—		122,772
Cash and Cash Equivalents, Beginning of Period	150,171			93,285			42,056			—		285,512
Cash and Cash Equivalents, End of Period	$	150,354		$	184,934		$	72,996		$	—	$	408,284

Unaudited Condensed Consolidating Statements of Cash Flows

Nine Months Ended September 30, 2011

(As Restated)

(in thousands)



	JDA Software Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net Cash Provided by (Used in) Operating Activities	$	105,089		$	20,272		$	4,680		$	—	$	130,041
Investing Activities:
Change in restricted cash	(26		)	(2,201		)	(66		)	—		(2,293		)
Purchase of property and equipment	—			(5,787		)	(1,838		)	—		(7,625		)
Proceeds from disposal of property and equipment	—			51			—			—		51
Net cash (used in) provided by investing activities	(26		)	(7,937		)	(1,904		)	—		(9,867		)
Financing Activities:
Issuance of common stock—equity plans	5,261			—			—			—		5,261
Purchase of treasury stock and other, net	(5,166		)	—			—			—		(5,166		)
Debt issuance costs	(1,727		)	—			—			—		(1,727		)
Conversion of warrants	671			—			—			—		671
Change in inter-company receivable/payable	—			(398		)	398			—		—
Net cash provided by (used in) financing activities	(961		)	(398		)	398			—		(961		)
Effect of exchange rates on cash and cash equivalents	—			—			(1,173		)	—		(1,173		)
Net increase in cash and cash equivalents	104,102			11,937			2,001			—		118,040
Cash and Cash Equivalents, Beginning of Period	46,012			87,619			37,987			—		171,618
Cash and Cash Equivalents, End of Period	$	150,114		$	99,556		$	39,988		$	—	$	289,658